BYLAWS
of the

UTAH PUBLIC HEALTH ASSOCIATION

ARTICLE 1
OFFICES

Section 1. Principal Office:

a) The principal office of the Association is located at 375 Chipeta Way,
Salt Lake City, Utah.
b) The principal mailing address of the Association is
Utah Public Health Association
P.O. Box 9387
Millcreek, UT 84109.
Section 2. Change of Address

a) The designation of the county or state of the Association's principal
office may be changed by amendment of these Bylaws.
b) The Board of Directors may change the principal office from one location
to another within the State of Utah by noting the changed address and
effective date below, and such changes of address shall not be deemed, nor
require, an amendment of these Bylaws:
_ Dated: , 20 _
_ Dated: , 20 _
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Section 3. Other Offices

a) The Association may also have offices at such other places, within or
without its state of incorporation, where it is qualified to do business, as its
business and activities may require, and as the Board of Directors may,
from time to time, designate.

ARTICLE 2
NON-PROFIT PURPOSES

Section 1. Specific Objectives and Purposes

a) The specific objectives and purposes of this Association are outlined in the
current strategic plan.
Section 2. Independent Status

a) While membership is comprised of individuals representing varying
entities, the goals of the Association take precedence over any single
individual’s interest. Decision-making within the Association is based
solely on benefitting the public’s health and well-being. Mechanisms have
been instituted to ensure separation from those seeking to unduly
influence the Association.
Section 3. IRS Section 501(c)(3) Purposes

a) This Association is organized exclusively for one or more of the purposes
as specified in Section 501(c)(3) of the Internal Revenue Code, including
for such purposes, the making of distributions to organizations that
qualify as exempt organizations under Section 501(c)(3) of the Internal
Revenue Code.

ARTICLE 3
MEMBERSHIP
Section 1. There shall be six classes of members.

a) Individual Member: Any person who is interested in the cause of
public health in Utah, both professional and non-professional, who
desires affiliation with the Association shall be eligible to apply as an
individual member, and such membership shall include all privileges
of the Association. A member in good standing of another public
health association affiliated with the American Public Health
Association may transfer membership to the Utah Public Health
Association and be a member until the expiration of their previous
membership.
b) Student Member: Any person who is actively classified by an educational
institution as at least a half-time student shall be eligible to apply as a
student member, and such membership shall include all privileges of the
Association.

c) Life Member: Any person who is interested in the cause of public health
may apply for life membership. A life member shall have all the
privileges of an active member. In addition, individuals awarded the
Beatty Award shall be entitled to an honorary life membership.
d) Retired Member: Any retired person who is interested in the cause of
public health may apply as a retired member of the Association. A
retired member shall have all privileges of the Association.
e) Early Career Professional Member: Person who graduated in the last 36
months and is transitioning into the public health workforce. This
member type is available to apply for membership in three consecutive
years.
f) Community Health Worker Member: Includes benefits of individual
membership and participation in the Community Health Worker Section.

Section 2. Application

a) Any person seeking membership in the Association as a new member
shall fill out an application and submit it for acceptance. Upon submission
of the application and payment of dues, the applicant shall be duly
accepted into membership.

Section 3. Dues and Fees

a) All membership dues shall be set by the Board of Directors as policy of
the organization and reviewed annually.
b) The dues year shall be calculated using a rolling calendar year. Dues are
payable annually, and shall be due the month of renewal date after the
previous payment was deposited. Dues will be considered delinquent 45
days after the due date and individuals’ membership will be cancelled.
c) All fees to be charged for special activities of the Association shall be set
by the Board of Directors unless such authority is specifically delegated
by the Board of Directors to an Association committee.

ARTICLE 4

ORGANIZATION SECTIONS, ASSEMBLIES, AND SPECIAL INTEREST GROUPS
Section 1. Sections

A Section is a membership unit that represents one or more of the major public
health disciplines, professions, or programs.

Section 2. Organization

a) The Secretary maintains a list of current Sections. The Board approves
any creation of a new Section.
b) Sections shall be represented on the Board by one individual, selected
among the Section Chairs.

Section 3. Purpose
A Section will:
a) Provide opportunities for members of like professions to join
together to meet their professional needs through education,
professional development, job growth, etc.;
b) Provide the Association an organized group of professionals providing
leadership and reliable subject content expertise with current research to
develop reports, white papers, or publications used to further the
purposes of the Association;
c) Work with the Annual Conference Planning Committee and other
Sections to provide desirable course content for member education and
professional development;
d) Lead efforts to develop resolutions proposed to the Association as
guiding policies and practices;
e) When called upon by the Association leadership, provide
professional expertise, background information and subject research
to support advocacy efforts to national, state and local elected
officials regarding legislation and policy change.

Section 4. Section Leadership

The Sections will conduct elections to select a Section Chair, Vice-Chair, and
Secretary, who will serve two year terms, with new terms beginning at the close
of the Association Annual Meeting in even numbered years.
a) Section Chair shall:
1. preside and lead the business and activities of the Section,
including how often members meet, time, location and
agenda;
2. participate as a member of the Board of Directors; and
3. be the conduit of communication to Section members
from Association leadership and the Board of Directors
to fulfill the purposes as outlined in Article 4, Section 3,
above.

b) Vice-Chair shall:
1. when assigned, or in the absence of, act in the place of the Chair;
and
2. assist the Chair in fulfilling assignments as requested.
c) Secretary shall:
1. keep the minutes and other records of the Section;
2. transmit to the Executive Director of the Association a copy
of the minutes of all meetings; and
3. find a substitute to record the minutes when unable
to attend meetings.

Section 5. Section Meetings

Section members will meet at least once per year during the association’s
Annual Conference to conduct business of the Section. Other meetings may be
scheduled as frequently as Section leadership desires, to fulfill purposes as
outlined in Article 4, Section 3 (above) and to conduct other business as
Section leadership deems necessary.

Section 6. Section Finances

Each Section, in coordination with the Treasurer, will provide to the Financial
Committee an annual budget proposal necessary to conduct the business of the
Section. Where possible, Sections will seek donations and outside financial
support to help the Association sustain Section activities.

Section 7. Student Assembly

The Student Assembly will provide opportunities for interested students to join
together to meet their student, early career, and professional needs through
education, networking and mentoring opportunities, professional development,
job growth, etc.
The Student Assembly will conduct elections to select a Student Assembly
President and Student Assembly President-Elect, who will serve two year terms,
with new terms beginning at the close of the Association Annual Meeting.
d) Student Assembly President shall:
1. preside and lead the business and activities of the Assembly
including how often members meet, time, location and
agenda;
2. participate as a member of the Board; and
3. be the conduit of communication to Assembly members from
Association leadership to fulfill the purposes as outlined in this
section under the direction and mentorship of the current
Board President.

e) Student Assembly President-Elect shall:
1. when assigned, or in the absence of, act in the place of the
President; and
2. assist the President in fulfilling assignments as requested under

the direction and mentorship of the current Board President-
Elect.

f) An appointed member of the Student Assembly shall:
1. keep the minutes and other records of the Assembly;
2. transmit to the Executive Director of the Association a copy of
the minutes of all meetings; and
3. find a substitute to record the minutes when unable to
attend meetings.
Section 8. Student Assembly Meetings

Student Assembly members will meet at least annually. Other meetings may be
scheduled as frequently as Section leadership desires to conduct business as
Assembly leadership deems necessary.

Section 9. Special Interest Groups

A Special Interest Group (SpIG) is composed of UPHA members who are
working together on a specific issue or topic that is important to public health,
crosses disciplinary and Section boundaries, and calls for expertise that may
reside in more than one Section. A SpIG may be established whenever a group
of members petitions the Executive Committee, which reviews the application
and forwards its recommendation to the Board of Directors for further action.
a) A SpIG is recognized as a time limited group as determined by the
Board. The Board may extend the time limits of a SpIG.
b) A SpIG may develop its own organizational leadership, which may
include a Chair and other leadership position(s) as needed to remain
viable.
c) A SpIG leader may attend Board of Director meetings, without vote, to
represent, convey and participate in business pertinent to the
Association.
d) A SpIG leader may be invited to attend Section meetings, to
represent, convey and participate in business pertinent to Section(s).
e) A SpIG may petition to become a Section upon the following criteria:
1. Has a least 10 interested UPHA members
2. Exists and shows viability for a least one year, or reaches the time
limit determined by the Board.

a) If the SpIG reaches the end of the limited time, it has
the following options:
i. Disband
ii. Petition the Board for an extension of time
iii. Petition the Board to become a Section

ARTICLE 6
OFFICERS

Section 1. Composition

a) The Officers of the Association shall be a President, President-Elect,
Vice-President, Immediate Past President, Secretary, Treasurer,
and Affiliate Representative to APHA. All Officers shall be dues
paying members.
Section 2. Selection of Officers

a) The President shall serve a term of one year, and shall serve as the
President-Elect during the year prior to assuming the office of President.
The President shall continue to serve on the Executive Committee for
one additional year as the Immediate Past President.
b) The President-Elect shall serve as the Vice-President for one year prior to
assuming the President-Elect role and shall serve in such capacity for one
year.
c) The Vice-President shall be elected for a one year term. The
Vice-President shall become the President-Elect after one year.
d) The Treasurer shall be elected for a two-year term.
e) The Affiliate Representative shall be elected for a three year term.
f) The Secretary shall be appointed by the President, ratified by the Board,
will serve a one-year term and shall be a non-voting member of the
Board.
g) Officers, excluding the Secretary, shall be elected by the membership
voting on secret ballot, or other voting method approved by the Board
of Directors. Election results shall be announced at the Annual
Business Meeting of the Association. Officers shall begin their duties at
the close of the Annual Meeting, at which time the terms of the current
officers expire. Ballots shall be retained until the first Board meeting
after the elections.

Section 3. Vacancies

a) A vacancy in the office of President shall be filled by the President-
Elect. A vacancy in the office of the President-elect shall be filled by the

Vice-President.
b) If a vacancy occurs in any other office before the expiration of a
term, the Board of Directors shall have the power to fill the vacancy
for the remainder of the term and should be filled from current
Board of Directors members when possible, except for the:
• Immediate Past President, which shall remain vacant until it
is filled by the person from the next annual election, and
• Executive Director, which will be opened to a recruitment
effort, applications collected and evaluated, and selected
candidates interviewed. The final selection of a new
Executive Director will be made by the Executive Committee
and ratified by the Board of Directors.

c) Vacancies for all offices, including the Board of Directors, Awards
Committee, Membership Committee, and Nominations Committee
shall only be filled by current dues paying UPHA members.

Section 4. Duties

a) President: The President shall serve as an Officer of the Association, a
member of the Executive Committee and Board of Directors, and shall
preside at all meetings of the Association, the Board of Directors, and
the Executive Committee. The President shall be an ex-officio member
of all committees except the Nominations Committee, and shall have
the authority to act as the official representative of the Association
between meetings of the Board of Directors and the Executive
Committee. The President may, with the approval of the Board of
Directors, appoint non-voting ex-officio members to the Board of
Directors, such as historian, members of committees, and members
who are to represent the Association to various external organizations,
councils, committees, etc. The President shall have such other duties as
are determined by the Board of Directors.
b) President-Elect: The President-Elect shall serve as an Officer of the
Association, a member of the Executive Committee and Board of
Directors, shall assist the President in carrying out assigned
responsibilities, and shall preside at any meeting of the Association,
Board of Directors, or Executive Committee at which the President is
unable to attend. The President-Elect shall be the representative of the
Association at any meeting to which the President would be authorized
or required to attend, but for any reason, the President is unable to
attend. The President-Elect shall serve as the chair of the Annual

Meeting Committee, is the Executive Committee liaison to the Finance
Committee and shall perform other duties assigned by the Board of
Directors.
c) Vice-President: The Vice-President shall serve as an Officer of the
Association, member of the Executive Committee and Board of
Directors, and shall assist the President and President-elect in carrying
out assigned responsibilities and shall preside at any meeting of the
Association, Board of Directors, or Executive Committee at which the
President or President-elect is unable to attend, is the representative of
the Association at any meeting to which the President or President-elect
would be authorized or required to attend but for any reason, neither is
able to attend. The Vice-President shall co-chair the Annual Conference
Planning Committee and have other duties as determined by the Board
of Directors.
d) Immediate Past President: The Immediate Past President shall serve as
an Officer of the Association and as a member of the Executive
Committee and Board of Directors. The Immediate Past President shall
chair the Resolutions Committee and shall present its recommendations
to the Board of Directors no later than the last Board of Directors
meeting prior to the Annual Meeting and to the general membership at
the Annual Meeting. The Immediate Past President shall also serve as a
member of the Membership Committee, a member of the Editorial
Committee, the Executive Committee liaison to the Past Presidents’
Committee (if activated), coordinate the association’s university and
college scholarships and have such other duties as are determined by the
Board of Directors. The Past President shall coordinate the annual
Association scholarships.
e) Secretary: The Secretary shall serve as an Officer of the Association, as
a member of the Executive Committee and Board of Directors and shall
act as secretary of the Association, the Board of Directors, and the
Executive Committee. Duties shall include keeping a list of committee
chairpersons and members of committees and dates of appointment and
keeping a file of committee meeting minutes provided by committee
chairpersons. The Secretary shall prepare such a part of the
correspondence of the Association as is usually prepared by the
Secretary of similar organizations and have such other duties as are
determined by the Board of Directors.
f) Treasurer: The Treasurer shall serve as an Officer of the Association, as
a member of the Executive Committee and Board of Directors and a
member of the Finance Committee; shall collect dues, keep a list of the
members of the Association with the dates of their membership, as
provided by the Membership Committee. and shall have charge of the
funds of the Association. All orders on said funds shall be counter-

signed by any two of the following persons: President, President-Elect,
Vice-President, Treasurer, chair of the Fiscal Management Unit, or other
Board member as designated by the President. The Treasurer will
furnish a financial statement of the Association at each Annual Meeting
and at such times as called on by the Board of Directors, Executive
Committee or Finance Committee. All books, vouchers, and necessary
documents shall be made available to the Treasurer for their financial
review not less than one month prior to the Annual Meeting and have
such other duties as are determined by the Board of Directors.
g) Affiliate Representative to APHA: The Affiliate Representative shall
serve as an Officer of the Association, as a member of the Executive
Committee and Board of Directors. The duties and responsibilities shall
be to represent the Association on the APHA Governing Council and
the Committee on Affiliates (COA); assist the President and the
Association in the development of APHA/UPHA relationships and to
fulfill APHA obligations; ensure timely exchange of information and
action by the Board of Directors on APHA policy, resolutions and
affiliate action; assist in Federal and State legislative advocacy;
participate in the nominating process of APHA leadership and awards;
serve as a liaison to the UPHA Membership Committee; and other
duties as determined by the Board of Directors and have such other
duties as are determined by the Board of Directors.

Section 5. Compensation

a) Officers shall serve without compensation except for a reasonable
advancement or reimbursement of travel related expenses incurred in the
performance of their duties.
Section 6. Removal and Resignation

a) Any officer may be removed, with cause, as determined by the Board of
Directors, at any time. Any officer may resign at any time by giving
written notice to the Board of Directors or to the President or Secretary
of the Association. Any such resignation shall take effect at the date of
receipt of such notice or at any later date specified therein and, unless
otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective. The above provisions of this Section
shall be superseded by any conflicting terms of a contract which has
been approved or ratified by the Board of Directors relating to the
employment of any officer of the Association.

ARTICLE 6
THE BOARD OF
DIRECTORS

Section 1. Composition

a) There shall be a Board of Directors (hereinafter referred to as
Board) which shall consist of the seven Officers, eighteen Unit
Members, and one Student Assembly representative.
b) The Executive Director serves as an ex-officio member of the Board and is
not entitled to voting rights.
c) All members of the Board, including the seven Officers, excluding the
secretary, eighteen Unit Members, and one Student Assembly
representative are entitled to one vote each.

Section 2. Responsibilities and Duties

a) The Board will serve as the policy-making body of the Association.
Functions and activities shall be consistent with the Bylaws and
Articles of Incorporation of the UPHA and the Constitution and
Bylaws of the American Public Health Association. The Board shall be
responsible for maintaining communication with, and fulfilling the
obligation as an Affiliate of the Association to the American Public
Health Association.
b) The Board shall have full power of the Association, including that
of filling vacancies of the Board, in matters demanding action
between meetings of the Association, and shall report such action at
the Annual Meeting. The Board shall meet prior to and following
the A nnual Meeting and at least every three months between the
Annual Meetings.
c) Other meetings of the Board may be called by the President or
by request of five members of the Board.
d) Attendance at Board Meetings is strongly encouraged, and
lack of attendance may serve as cause for removal from the
Board.
e) The Board shall be responsible for ratifying the hiring of the Executive
Director. The Board shall develop the policies and procedures for the
operation of business office(s) for the Association at such time as they
determine such business office(s) can be supported and justified. This
Board shall be responsible for establishing the lines of' authority
necessary for sound administrative practices in the relationship of staff

members to the Board and the elected officers of the Association. The
Executive Director shall officially represent the Board in its dealings
with the staff of such office(s).
f) Annually the Board shall participate in all required trainings.
g) The Board will be responsible to approve, upon petition, the creation of
a SpIG and an organizing time limit; and upon recommendation from
the Executive Committee, further action to create a Section after a SpIG
has fulfilled the sustainability requirements and petitions to become a
Section.
Section 3. Vacancies

a) If a vacancy occurs before the expiration of a term, the Board shall
have the power to fill the vacancy from the Association's general
membership for the remainder of the term.
b) The Nominations Committee will assist the Board in filling vacancies.

Section 4. Diversity

a) The Utah Public Health Association embraces individual differences.
The Association is united in the belief that diversity includes
understanding and respecting individuals with differences in ideas,
religion, gender, sexual orientation, ethnicity, race, national origin,
physical attributes, physical ability, age, and socioeconomic status.
b) The Association celebrates diversity and strives to create an
organization that reflects the various communities the Association seeks
to serve. The Association is committed to improving diversity and
uplifting diverse voices on the UPHA Board of Directors, Management
Units and Committees.
Section 5. Board Appointments

a) The Board may appoint members of the Association to represent the
Association as deemed necessary.

Section 6. Compensation

a) Board members shall serve without compensation except for a
reasonable advancement or reimbursement of travel related expenses
incurred in the performance of their duties.

Section 7. General Liability Insurance

Except as may be otherwise provided under provisions of law, the Board of
Directors may adopt a resolution authorizing the purchase and maintenance
of general liability insurance on behalf of any agent of the Association

(including an Executive Director, officer, employee or other agent of the
Association) against liabilities asserted against or incurred by the agent in
such capacity or arising out of the agent’s status as such, whether or not the
Association would have the power to indemnify the agent against such
liability under the Articles of Incorporation, these Bylaws or provisions of
law.

Section 8. Removal and Resignation

a) Any Board Member may be removed, with cause, as determined by the
Board of Directors, at any time.
b) Any Board Member may resign at any time by giving written notice to
the Board of Directors or to the President or Secretary of the
Association. Any such resignation shall take effect at the date of receipt
of such notice or at any later date specified therein, and, unless
otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.
c) Three or more unexcused absences in an Association year may
be cause for Board Member removal.

ARTICLE 7
THE EXECUTIVE
COMMITTEE

Section 1. Composition

The President, President-Elect, Immediate Past-President, Vice- President,
Secretary, Treasurer, and the Affiliate Representative together with one
other member from the Board, elected by the Board annually, shall
constitute the Executive Committee.

Section 2. Vacancies

If a vacancy occurs before the expiration of a term, the Board shall have the
power to fill the vacancy for the remainder of the term.

Section 3. Duties

The Executive Committee shall meet upon call of the President or upon
written request of three members of the Executive Committee. The Executive
Committee shall function to the extent of the direction and authority given
them by the Board. In the event of an emergency, the Executive Committee
shall seek the support of the Board to act on its behalf.

ARTICLE 8
MEETING

Section 1. Annual Meeting

There shall be at least one meeting of the membership annually.

Section 2. Regular Meetings

a) The Board shall meet prior to and following the Annual Meeting and
at least quarterly between Annual Meetings.
b) Other meetings of the Board may be called by the President or by
request of five members of the Board.
c) Regular meetings may also be held with all or some parties
participating by teleconference, videoconference, or similar
communication method.

Section 3. Place of Meeting

a) Meetings shall be held at a location designated by the current
president with concurrence of the Board of Directors.

Section 4. Business Meetings

a) There shall be a business session at the Annual Meeting at which time
reports shall be received and other business of the Association
conducted.
b) Association business, requiring action at the Annual Meeting, shall be
approved by the Board at a Board meeting prior to the Annual Meeting.
Any resolutions not approved by the Board may be brought before the
A nnual Meeting only after receiving a 2/3 vote by the membership
present and voting to consider the matter.

Section 5. Special Meetings

a) A special meeting of the membership may be called by the Board of
Directors. A special meeting of the Association shall be called by any
member of the Association in good standing upon written request of
twenty-five members of the Association.
b) Board meetings may be closed to discuss legal or
personnel matters.
Section 6. Notice of Meetings

a) Unless otherwise provided by the Articles of Incorporation, these
Bylaws, or provisions of law, the following provisions shall govern
the giving of notice for meetings of the Executive Committee &

Board:
1. Regular Meetings: Regular meetings of the Executive Committee
and Board will be posted on the Association website.

2. Special Meetings: At least one week prior notice shall be given by
the Secretary of the Association to each Executive Committee
member and Board Member of each special meeting. Such notice
may be oral or emailed and shall state the place, date and time of
the meeting.
3. Waiver of Notice: Whenever any notice of a meeting is required to
be given to any Executive Committee or Board Member of this
Association under provisions of the Articles of Incorporation, these
Bylaws, or the laws of the State of Utah, a waiver of notice in
writing signed by the President, whether before or after the time of
the meeting, shall be equivalent to the giving of such notice.

Section 7. Meeting Agenda Items

a) Members in good standing may request that a topic(s) be added to a
meeting agenda for discussion. The request must be submitted, in
writing, to the President at least (8) business days prior to the scheduled
meeting.

ARTICLE 9

EXECUTION OF INSTRUMENTS, DEPOSITS AND

FUNDS

Section 1. Execution of Instruments

a) The Board of Directors, except as otherwise provided in these
Bylaws, may authorize any officer or agent of the Association to
enter into any contract or execute and deliver any instrument in the
name of and on behalf of the Association, and such authority may be
general or confined to specific instances.
b) Unless so authorized, no officer, agent, or employee shall have any
power or authority to bind the Association by any contract or
engagement or to pledge its credit or to render it liable monetarily
for any purpose or in any amount.

Section 2. Checks and Notes

a) Except as otherwise specifically determined by resolution of the Board
of Directors or as otherwise required by law, checks, drafts, promissory
notes, orders for the payment of money, and other evidence of

indebtedness of the Association shall be signed by the Executive
Director and countersigned by another Officer of the Association.

Section 3. Deposits

a) All funds of the Association shall be deposited within five business
days of receipt to the credit of the Association in such banks, trust
companies, or other depositories.
b) All regular operations should be contained and used from one bank
account. Separate bank accounts should be used for Executive
Committee activities, funding, and grants that do not directly fund
operations.

Section 4. Gifts

a) The Board of Directors may accept on behalf of the Association any
contribution, gift, bequest, or devise for the nonprofit purposes of this
Association. The Board of Directors is specifically authorized, however,
to decline on behalf of the Association, any contribution, gift, bequest or
devise, acceptance of which, in the sole discretion of the Board, is
considered not to be in the best interests of the Association and the
effective and appropriate furtherance of its purposes.

ARTICLE 10

TAX EXEMPTION PROVISIONS

Section 1. Limitation on Activities

a) No substantial part of the activities of this Association shall be the
carrying on of propaganda, or otherwise attempting to influence
legislation [except as otherwise provided by Section 501(h) of the
Internal Revenue Code], and this Association shall not participate in, or
intervene in (including the publishing or distribution of statements),
any political campaign on behalf of, or in opposition to, any candidate
for public office.
b) Notwithstanding any other provisions of these Bylaws, this Association
shall not carry on any activities not permitted to be carried on (a) by a
corporation exempt from Federal Income Tax under Section 501(c)(3) of
the Internal Revenue Code, or (b) by a corporation, contributions to
which are deductible under Section 170(c)(2) of the Internal Revenue
Code.

Section 2. Prohibition against Private Benefit

No part of the net earnings of this Association shall privately benefit, or be
distributable to, its members, Board of Directors, officers, or other
private persons, except that the Association shall be authorized and
empowered to pay reasonable compensation for services rendered and to

make payments and distributions in furtherance of the purposes of this
Association.
Section 3. Distribution of Assets

Upon the dissolution of this Association, its assets remaining after payment,
or provision for payment, of all debts and liabilities of this Association shall
be distributed for one or more exempt purposes within the meaning of
Section 501©(3) of the Internal Revenue Code or shall be distributed to the
Federal government, or to a state or local government, for a public purpose.
Such distribution shall be made by the Executive Committee in accordance
with all applicable provisions of the laws of the State of Utah.

Section 4. Private Foundation Requirements and Restrictions

a) In any and all taxable year(s) in which this Association is a private
foundation as described in Section 509(a) of the Internal Revenue
Code, the Association shall
1. distribute its income for said period at such time and manner as not to
subject it to tax under Section 4942 of the Internal Revenue Code;
2. not engage in any act of self-dealing as defined in Section 4941(d) of the
Internal Revenue Code;
3. not retain any excess business holdings as defined in Section 4943(c) of
the Internal Revenue Code;
4. not make any investments in such manner as to subject the Association
to tax under Section 4944 of the Internal Revenue Code; and
5. not make any taxable expenditures as defined in Section 4945(d) of the
Internal Revenue Code.

ARTICLE 11

MANAGEMENT UNITS AND COMMITTEES

Section 1. Management Units

a) There shall be seven Management Units of the Association:
Advocacy, Awards, Communications, Fiscal,
Membership, Nominations, and Executive Operations.
b) At the association’s Annual Meeting, three Unit Members shall be
elected by secret ballot by the voting membership to serve a term of
three years. Beginning with 2008 elections, the nominees will be
slated by Management Unit responsibility. Ballots shall be retained
until the first Board Meeting after the election.
c) The seven Management Units have the authority to form
functional units or committees to help in their assignments.
1. Advocacy Unit shall be assisted by the Advocacy Committee.

2. Awards Unit: The Awards Unit shall be assisted by the
Awards Committee.
3. Communications Unit shall be assisted by the
Communications Committee.
4. Fiscal Unit shall be assisted by the Finance Committee
and Treasurer.
5. Membership Unit: The Membership Unit shall be assisted by
both the Membership Committee and the Professional
Development Committee.
6. Nominations Unit: The Nominations Unit shall be assisted by
the Nominations Committee.
7. Executive Operations Unit shall consist of special and ad
hoc committees.

d) Special Committees shall be assigned to Management Units by the
Board of Directors.

Section 2. Responsibilities of the Unit Members

a) Each Member of the Advocacy, Fiscal, Communications, Awards,
Membership, and Nominations Management Units shall be elected
to serve three-year terms. Each Management Unit will be overseen
by the Executive Committee.
b) The Advocacy, Fiscal, Communications, Awards, Membership and
Nominations Management Units shall each have three Board members
who shall work together to coordinate the activities of their
Management Unit. It shall be the responsibility of each Unit to oversee
all activities of committees assigned to their unit. Except as specified in
the bylaws, Unit Members will designate the committee chairs in their
Unit.
c) The senior tenured member of each Management Unit shall serve as
Chair unless another is designated. The Chair will serve on the Board
and report on the activities of their unit and respective committees.

Section 3. General Responsibilities of Committees:

a) Each committee shall submit its recommendations and budget requests
through the Unit Chair to the Board of Directors for approval and shall
report on its activities to the membership at each Annual Meeting.

b) All committees shall communicate, coordinate activities, and
cooperate with each other and with the Board of Directors in carrying
out the purpose of the Association.

Section 4. Chairperson and membership:

a) Committee Chairpersons and term length shall be designated by
the Management Unit Board Members. Committee membership is at
the discretion of the Committee Chair(s).

Section 5. Standing Committees:

The standing committees of the Association shall include the following:
a) Annual Conference Planning Committee: The Annual
Conference Planning Committee shall be responsible for
planning the annual conference, the Annual Meeting, and assist
with all other Association event planning and execution.
b) Awards Committee: The Awards Committee shall be responsible for
the preparation of awards to be presented.
c) Finance Committee: The Finance Committee shall consist of the
Fiscal Unit, Treasurer, Executive Director, and relevant other staff to
study, review, and make recommendations to the Board of Directors
on all financial matters of the Association. Following consultation
with the Board of Directors and committees of the Association, the
Finance Committee shall prepare a proposed budget which shall be
presented to the Board of Directors for approval prior to beginning
of each fiscal year.
d) Advocacy Committee: The Advocacy Committee shall
review existing and proposed federal, state, and local health
laws and ordinances, propose needed health legislation, and
make recommendations to the Board of Directors for
action.
e) Membership Committee: The Membership Committee shall
actively work to solicit and retain members to the Association. This
committee shall maintain a current membership list and
membership forms.
f) Nominations Committee: The Nominations Committee shall
nominate candidates for all offices, Board of Directors
membership, and membership on the Nominations Committee. The
Nominations Committee shall coordinate with the Membership

Committee and/or Treasurer to ensure that candidates for all offices,
Board of Directors, Awards Committee, Membership Committee,
and Nominations Committee are current dues paying members of
UPHA.
g) Professional Development Committee: The Professional
Development Committee shall be responsible for actively
promoting and improving developmental opportunities for health
professionals, students, educators, and others interested in public
health in Utah. The Professional Development Committee shall
disseminate professional development opportunities for members.
h) Resource Development Committee: The Resource
Development Committee shall assist the Executive Operations
Unit to identify and solicit diversified sources of funding,
including endowed funds, scholarships, donations, gifts, grants,
and entrepreneurial opportunities to fund UPHA. The
Committee shall develop and the Board of Directors will
approve Policies and Procedures for these efforts.
i) Strategic Planning Committee: The Strategic Planning Committee
shall be responsible to make recommendations to the Board of
Directors concerning long term and short-term goals that the
Association should set in order to adequately protect and promote
public health. The Chairperson or a representative shall serve as a
member of the Program Committee. The Strategic Planning
Committee shall assist other committees in the development of goals
as well as measures to assess achievement of those goals.
j) Communications Committee: The Communications Committee
shall assist the Communications Group in its duties and provide the
technical and media assistance needed.

Section 6. Special Committees and Caucuses:

a) The Officers, Board of Directors, Management Groups, or Executive
Director may establish special and/or ad hoc committees and
caucuses and designate Management Unit oversight. Membership
on such committees shall be approved by the Board.

ARTICLE 12
ASSOCIATION
STAFF
Section 1. Executive Director Selection.

The Executive Director shall be selected by the Executive Committee

from a list of candidates derived from a recruitment effort and ratified by
the Board of Directors.

Section 2. Executive Director Compensation:

The Executive Director and other staff will serve with compensation
determined by the Executive Committee and ratified by the Board of
Directors.

Section 3. Duties of the Executive Director: The duties of the Executive Director will
be outlined and documented in detail by the Executive Committee and
ratified by the Board of Directors.

Section 4. Registered Agent: The Executive Director shall be the registered agent of the
Association and shall be responsible for filing all necessary state and federal
reports each year.

Section 5. Safe-Guarding Files: The Executive Director shall be responsible for
maintaining and safe-guarding all files, records, equipment, and memorabilia
of the Association.

Section 6. Annual Review: A review of the duties and performance of the Executive
Director will be conducted by the four Presidents on an annual basis, as
managed by the current President.
ARTICLE 13
QUORUM & PROXIES

Section 1. The voting members present at any Annual Meeting shall form a quorum.
Section 2. There shall be no proxy votes of any kind either at the Annual
Meeting, meetings of the Board of Directors, or Executive Committee
meetings.

Section 3. At least 4 members of the Executive Committee shall form a quorum at

any Executive Committee meeting.

Section 4. At least 10 members of the Board of Directors shall form a quorum at

any Board of Directors meeting.

ARTICLE 14

PARLIAMENTARY PROCEDURE

Section 1. Sessions of the Association and all other business shall be conducted in
accordance with the Articles and Bylaws. Sessions and business not covered by

the Articles or Bylaws shall be conducted in accordance with Robert's Rules of
Order, Revised.

Section 2. The President shall designate a Parliamentarian to assure all business
conducted during the Annual Business Meeting is conducted in accordance
with the Bylaws and parliamentary procedures.

ARTICLE 15
DEFINITIONS

Section 1. The fiscal year shall begin January 1 and end on December 31 of the same year.
Section 2. The Association year shall begin with the close of the Annual Business Meeting
and shall terminate with the close of business at the next Annual Business
Meeting.

ARTICLE 16
AMENDMENTS

Section 1. These Bylaws shall be reviewed annually by the Executive Committee. These
bylaws may be amended by 2/3 vote of voting members present at any Annual
M eeting provided the notice of proposed amendment has been given in writing
to the Secretary and reviewed by the Board of Directors at a regular meeting of
the Board of Directors prior to the Annual Meeting and made available to voting
members at the beginning of the first day of the Annual Meeting.